Dust sighed as she made her way through the streets of Canterlot. Her day had not been the most peaceful, offering her talents in healing spells to those that needed them the most. There was always a pony that had done something foolish, or just couldn’t wait to see a doctor, but at least now her list only had one more task to complete. One she looked forward to every day.

She left Canterlot and made her way down the mountain path, veering off towards a little known cave once she reached the base. She entered and went deeper and deeper until finally her goal came into view. A simple wooden door. The unicorn knocked.

“Coome iiiinnn~” came a voice from the other side.

Dust pushed open the door, revealing a room decorated as if a queen was staying there, complete with a massive bed on the other side. On said bed was a white unicorn with light purple hair. At least, she would have appeared to be a unicorn had her eyes not been cat-like and emitting a soft green glow. “Hello Rapids…” Dust said, sauntering over to the bed. “Are you ready?”

As the Unicorn walked, she felt small magical tendrils tease at her ponut and marehood, two more tweaking her crotchboobs. Rapids loved to tease her, and had a mastery of the spell. “Oh I’m starving.” The Changeling cooed. “But I’ve decided I want to try something else tonight.”

“Oh? And what would that be, my queen?” she replied, climbing on the bed, quivering as a tendril poked at her plothole, but not penetrating.

“That’s a surprise.” The Queen said, “Why don’t you get to work first?” she asked, spreading her legs and revealing her marehood, already wet and waiting.

“Straight to business then.” Dust smirked, bringing her mouth down to Rapids’ nethers, running her tongue along the Changeling’s slit, lifting her own rear in the air as an open invitation.

The tendrils obliged, one large one plunging into her marehood, causing her to gasp, while the other two tweaked and played with her nipples. Her hot breath sent shivers up the queen’s form, and she pushed her marehood up towards her lover’s mouth. As the tendrils continued ravaging her moist hole, Dust got to work, finding Rapids’ pleasure button and going to town. She wrapped her lips around the queen’s clit, suckling and licking as her own was flicked and pleasured by the magical tentacle. Deeper and deeper the thing went, pressing hard against her cervix as their friends pulled on and circled her nipples. Unfortunately (Actually, rather fortunately) the two on her crotchboobs grew bored of their mammary duties, instead wishing for a more… plump target. They drew away, bringing a sad noise from Dust’s mouth. “Hold on my pet,” Rapids cooed. “I just need to… prepare a little.” Her tentacles drew themselves across Dust’s slit, eliciting another moan, directly into Rapids’ snatch. One began flicking at Dust’s pleasure button again, while the other started circling around her plothole. Dust could feel her orgasm oncoming, but held on, not wishing to be the first. “Hold on, dear.” Rapids said with ecstatic glee. “We’re just getting started.” With those words, the lubricated tentacle penetrated her ponut, eliciting a sound of pleasure and pain as the two tentacles were pumping into both holes, with the third flicking at her clit. Dust gasped at the butt tentacle went deeper and deeper, magic not being bound by such mortal things as a pelvis. With each thrust she felt it throbbing, and she found it harder and harder to maintain her rhythm on Rapids’ marecunt. The queen tutted. “Don’t you think that the other one feels a little left out?” she asked. “I think we should find him a place to live.” Dust didn’t even have a chance to react before the remaining phallus plunged into her plump plot, widening her hole even more. The unicorn gasped, and all sense of rhythm was totally lost, eliciting a moan from the queen as Dust came. The emotional energy of Dust’s orgasm flowed through Rapids, bringing the Changeling to climax as well, her lover trying to lap up the juices as they came.

The Queen’s magical tentacles withdrew with loud pops, leaving the two ponies panting. “Well?” The queen said. “Are you ready for the surprise now?”

“A-are you kidding?” Dust asked, rubbing her plot and cuddling up next to the queen. “You mean those… amazing things weren’t the surprise?”

“No, they weren't. Follow my hoof.” She cooed, taking Dust’s hoof and running it down her chest. There was a flash of green, and suddenly Dust’s hoof was resting on an 8 inch futa cock. When Dust gasped, Rapids winked at her. “Nice surprise?”

“Awesome surprise.” The mare purred as she moved into position, wrapping her lips around the top of her gift, bobbing up and down the monster cock as it throbbed beneath her, running her tongue over the head, using her hoof to jerk the section she couldn’t reach with her mouth. Satisfied that everything was in working order, she pulled off of it with a wet pop. “This is going to be good…” She cooed as she lifted herself up, positioning her marehood over the cockmeat. Then, with a mental countdown, she speared herself upon it, crying out in pleasure as the queen watched from below. Slowly, she lowered herself, savouring every inch until she hit the medial ring. Rapids grew impatient at that point, thrusting upwards and hilting the rest of her prestigious penis inside Dust’s snatch. The unicorn cried out in surprise and ecstasy as the length slammed against her cervix, and began rising off of the royal sceptre only to slam herself back down again and again, until her legs felt ready to give out. On the final descent, the queen flipped their positions, rolling over so that Dust was on the bottom.

“Let me handle that for you, subject.” Rapids whispered as she began thrusting deep and hard into Dust’s cunt, causing the unicorn to babble incoherently as the flared horsecock slammed home repeatedly, creating a cacophony of flesh on flesh and nonsense words that continued until the queen made one final thrust, burying her futa cock deep in Dust’s pussy, and pumping it full of seed. The unicorn’s cunny replied in kind, clamping down and trying to milk the femcock for all it had. Rapids pressed her mouth to Dust’s and took her into a deep kiss, drinking in the emotional energy that simply radiated from the orgasm rocking her body.

When the kiss was broken, Dust gasped. “Full?”

“Maybe a few more rounds.” The queen said with a smirk. “Once you’re ready for round two, that is.”

Author's Note

Changeling Futa Cocks are now canon.